CenterPoint, OGE, Arclight to Form Midstream Partnership

CenterPointEnergy, Inc. (NYSE: CNP), OGE Energy Corp. (NYSE: OGE) and ArcLight CapitalPartners, LLC (ArcLight) announced today that they have entered into anagreement to form a master limited partnership that will include CenterPointEnergy's interstate pipelines and field services businesses and the midstreambusiness of Enogex LLC, owned jointly by subsidiaries of OGE and Arclight. Thepartnership will be managed by a general partner whose governance will beshared by CenterPoint Energy and OGE on a 50/50 basis.(Logo: http://photos.prnewswire.com/prnh/20020930/CNPLOGO)Creation of a New Leading Midstream CompanyThe new partnership will own and operate 8,400 miles of interstate pipelineswith nearly 9 billion cubic feet of transport capacity and nearly 2,300 milesof intrastate pipelines. It will also have more than 11,000 miles of gatheringlines, which in 2012 moved nearly 4 billion cubic feet of natural gas per day.Additionally, it will have more than 90 billion cubic feet of natural gasstorage capacity and 11 major processing plants with nearly 2 billion cubicfeet per day of inlet capacity. The partnership will benefit from: o Enhanced scale o Geographic diversification, with operations in major natural gas and liquids-rich producing areas of Oklahoma, Texas, Arkansas and Louisiana o Significant asset positions in a broad range of basins, including the Granite Wash, Tonkawa, Mississippi Lime, Cana Woodford, Haynesville, Fayetteville, Barnett and Woodford plays o Enhanced supply and market access o Meaningful operating and commercial synergies o Stable and predictable cash flows from a balanced and diversified portfolio of assets o Independent access to capitalThe partnership's leadership team will be announced after regulatory approvalsare received. Prior to closing both companies will continue to operateindependently, and teams of personnel from both companies will develop anintegration plan that can be implemented once the transaction has closed. Transaction Terms and Other DetailsThe companies expect to close the formation of the partnership in the secondor third quarter of 2013, following receipt of customary regulatory approvalsand certain third-party consents. Under the terms of the agreement, the newpartnership will seek to arrange a new $1.4 billion credit facility as well asa $1.05 billion term loan. The transaction has been approved by the board ofdirectors of CenterPoint Energy and OGE Energy, as well as ArcLight.Subject to certain adjustments at closing, CenterPoint Energy, OGE Energy andArcLight will have 59 percent, 28 percent and 13 percent limited partnerinterest in the partnership, respectively. CenterPoint Energy and OGE Energywill hold 40 percent and 60 percent interests, respectively, in the incentivedistribution rights of the general partner.Pursuant to a registration rights agreement to be signed upon the closing ofthe transaction, OGE and CenterPoint Energy will agree to initiate the processfor the sale of equity interests in the partnership in an initial publicoffering (IPO). In consultation with ArcLight, OGE, CenterPoint Energy and thepartnership will determine the financial and other terms of any such IPO. Theexecution of any IPO is subject to market conditions and the parties can giveno assurance that such an IPO will in fact take place.